Under the local laws, Dragon Law, best legal firm in Vietnam, would like to offer to Clients the following steps on foreign capital investment company dissolution. Clients can consider about the procedure which they have to deal with the competent agencies in Vietnam such as business registration office, tax office, labor office …

 Dragon Law_Foreign company dissolution

I. Legal Ground

- Law on Investment 2014

- Law on Enterprise 2014

- Decree No.78/2015/ND-CP

- Official Letter No.5122/BKHDT-PC planning on implementation of Law on Investment 2014

II. Dissolution Conditions for Foreign Investment Companies

1. Conditions:

- Under the Article 201 of the Law on Enterprise 2014, the cases and conditions for dissolution of foreign investment companies:

Article 201. Cases of and conditions for dissolution

1. A enterprise shall be dissolved in the following cases:

a) The operation period written in the company’s charter expires without a decision on extension;

b) The dissolution is decided by the owner of the sole proprietorship, by all general partners of the partnership, by the Board of members or owner of the limited liability company, or insurance the General Meeting of Shareholders of the joint-stock company;

c) The company fails to maintain the minimum number of members prescribed by this Law for 06 consecutive months without following procedures for business conversion;

d) The Certificate of Business registration is revoked.

2. The enterprise shall only be dissolved if all debts and liabilities can be settled and the enterprise is involved in any dispute at a court or arbitral tribunal. Relevant managers and enterprises mentioned in Point d Clause 1 of this Article are jointly responsible for the enterprise’s debts.

- The dissolution of enterprises with foreign investment are now carried out in accordance with local enterprises, then foreign investment companies must comply with the provisions of the Law on Enterprise and the Law on Investment and the Law on Tax Administration.

- Currently under the provisions of the Law on Investment 2014, Investment Certificates is not the same value with the Certificates of Business Registration. Accordingly, the contents of the Investment Certificate will not include the contents of business registration, namely the corporate name; type of business; headquarters address; business line; registered capital of the enterprise; legal representatives (Article 1 of the current Investment Certificate)

Thus, before the dissolution procedure, foreign investment companies must implement procedures to change Certificate of Enterprise Registration in the business agency, then Investment Certificate at investment registration agency.

Upon issuance of the Certificate of Enterprise Registration and Investment Certificate, foreign investment companies can implement procedures for company dissolution.

2. Procedures for Terminating Investment Project

Investors liquidate investment projects associated with the dissolution of the economic organization, the investor shall carry out procedures for dissolution of economic organization under the Law on Enterprise and relevant laws.

3. Procedure for Company Dissolution:

Step 1: Dissolution Process in Company

1. Under Article 202 of Law on Enterprise 2014, Company has to ratify the dissolution decision. The decision on dissolution must contain:

a. The enterprise’s name and headquarter address;

b. Reasons for dissolution;

c. Procedures for finalizing contracts and settling debts of the enterprise; the deadline for settling debts and finalizing contracts must not exceed 06 months from the day on which the decision on dissolution is ratified;

d. Plans for settlement of obligations derived from employment contracts;

e. Full name and signature of the enterprise's legal representative.

2. Sole proprietorship’s owner, the Board of members, owner, or the Board of Directors shall directly organize the enterprise’s asset liquidation, unless a separate liquidation organization must be established according to the company’s charter.

3. Within 07 working days from the approval date, the decision on dissolution meeting minutes must be sent to the business registration authority, tax authority, and employees of the enterprise; the decision on dissolution shall be posted on National Business Registration Portal, the enterprise’s headquarter, branches, and representative offices.

If there are unsettled financial obligations, the decision on dissolution shall be enclosed with the debt settlement plan and sent to the creditors, people with relevant rights, obligations, and interests. The plan must contain the creditors’ names and addresses; the amount of debts, deadline, location, and method of payment; method and deadline for settlement of creditors’ complaints.

Step 2: Dissolution Procedure in Tax Authority

First, enterprises apply for tax code closure announcement at the Tax Department under the regulated time. The application to the Tax Departments include:

1. Dissolution notice

2. Minutes of Meeting of the Board of Members; General Meeting of Board of Directors about the dissolution of the enterprise

3. Dissolution decision of the company owner; Board of Members/General Meeting of Board of Directors

4. Closure confirmation on company customs code at the General Department of Vietnam Customs

5. Written application for closure the company tax code

6. Copy of a notarized certificate of business registration

Step 3: Dissolution Procedure on Company Seal

After completion of enterprise dissolution procedure at the Tax Department, the Company will received the tax code closure announcement. If the company, has its seal, need to conduct legal procedures of seal return at Police Department of Administration and Social Order - Municipal Public Security where enterprises are granted the business registration certificate.

The necessary documents for seal return:

1. Written application of seal return

2. The original seal registration license

3. Enterprise seal

4. Valid copy of business registration license

5. Introduction letter (in the case of legal representative of the company cannot directly return the seal).

In the above case, the seal and seal certificate in business dissolution profile were replaced by certificates of seal withdrawal.

Step 4: Dissolution Procedure at Business Registration Office

After receiving the certificate of seal withdrawal, the Company shall submit complete documents at Business Registration Office where the Company is granted the business registration certificate, including:

1. Notice of dissolution

2. Minutes of Meeting of the Board of Members; General Meeting of Board of Directors about the dissolution of the enterprise

3. Dissolution decision of the company owner; Board of Members/General Meeting of Board of Directors

4. Minutes of asset liquidation and all debt settlement

5. Dispatch on bank account closure or commit not to open the company bank account

6. 03 papers with content in consecutive months to announce on company dissolution

7. Closure announcement on the company tax code (original or valid copy)

8. Seal withdrawal certificate (original or valid copy)

10. Original certificate of business registration

11. Authorized letter or introduction letter

The Business Registration Office shall announce the result of company dissolution application after 07 days from the date of full document receipt and in 06 months without any response about dissolution notice of foreign investment company, the Business Registration Office shall announce about the full company dissolution.

 Dragon Law_Foreign company dissolution

III. Legal Service for Foreign Company Dissolution

Dragon Law provides the legal services for dissolution of foreign investment companies as follows:

1. Work scope:

a. Consult the legal provisions and the legal issues related to the dissolution of the Company

b. Preparation of documents from the date Clients provide full records, papers as prescribed;

c. Representatives to file, transactions at the State agency perform the below procedures;

d. Representatives to receive the results from the State agencies

2. Procedures:

a. File for change the Certificate of Enterprise Registration

- Written request for change the Certificate of Enterprise Registration

- Authorized letter to Dragon Law

b. File for change the Certificate of Investment

- Written request for change the Certificate of Investment

- Authorized letter to Dragon Law

c. File for company dissolution

- Minutes of Meeting of the Board of Members; General Meeting of Board of Directors about the dissolution

- Dissolution decision of the company owner; Board of Members/General Meeting of Board of Directors

- Plan for liabilities settlement (if any)

- Notice of dissolution

- Minutes of asset liquidation and all debt settlement

d. Draft other documents (if any)

3. Provided documents from foreign investment companies:

- Minutes of Meeting of the Board of Members; General Meeting of Board of Directors about the dissolution

- Dissolution decision of the company owner; Board of Members/General Meeting of Board of Directors

- Plan for liabilities settlement (if any)

- Notice of dissolution

- Minutes of asset liquidation and all debt settlement

- Others (if any)

Procedure for foreign investment company dissolution seems simple but actually not easy. Dragon Law Firm, prestigous law firm in Hanoi, provides legal advice services on foreign company dissolution with the cheapest cost. For further information, please contact us at:

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